What If
by Capstar98
Summary: Peter wakes up to find that he's not in his universe anymore. Here, his parents are alive, he's friends with Flash Thompson, and dating Liz Allan. What the hell happened?
1. Chapter 1

A/N: This story was just an idea I think is funny, so just relax and have a good time.

Now that I think about it, it's pretty similar to an episode of Supernatural - What Is and What Should Never Be.

* * *

_Bzzzzz! Bzz-Bzzzzt! _

Peter's eyes blinked open and his hand shot out of the covers to silence his alarm. Then he groaned and turned onto his side. Maybe he could sneak in a couple more minutes…

"Peter!" a voice called from outside his room. "Wake up!"

It took his sleep addled brain a moment to process, but when he realized it his eyes shot open. That voice - that wasn't May. Who -

The door to his room opened and a head popped in. "Peter, wake up! No snoozing today! You can't be late again - you've got that math quiz! " Peter's heart was beating fast. His body felt frozen, and he realized after a moment that he wasn't breathing. "Come on, up, lazybones! We have breakfast ready for you when you get dressed, okay?" The door closed, and Peter found himself staring at the wood where that face used to be.

Because that was definitely not May. May wasn't a man, for one. And she didn't have short brown hair and glasses.

No - Peter knew who this was, but only because he'd seen him in photographs and in his own blurry memories.

That was his father.

Peter forced himself to focus, his mind whirling as he struggled to understand what he had just seen. His dad was dead - had died in a plane crash along with his mother when he was four years old.

He pushed himself out of bed, blinking around his room. It looked mostly the same, although a few things were out of place. And - and it was blurrier than it should've been.

Peter rubbed his eyes, thinking that they still had sleep in them, but when he opened them again the world was still a bit too hazy.

Suddenly he realized something. There wasn't anything in his eyes, he just needed his glasses.

"Oh, no," he muttered as his mind raced to a conclusion. He ran over to the wall and placed his palm against it. But when he pulled down and reached for the ceiling with his other hand, he didn't go up - he went down.

He toppled onto the floor, knocking his lamp off the bedside table as he did.

"What's going on in there?" his dad's voice came through the wall. "Are you okay?"

"Fine!" Peter quickly replied, his voice tense. He didn't want anyone coming in. "Just - I just tripped!"

So. Not only was his dad - or someone who looked an awful lot like his dad - alive, he didn't have his powers.

What the heck was going on here!?

A few minutes later he was dressed for school, complete with glasses. He opened the door to his room and stepped outside slowly. It still looked like his apartment, but it was different. Different furniture, different pictures on the wall. He stopped at a photo of him and his father. He looked about five or six, and was standing in front of the school building. It might have been his first day of kindergarten.

Slowly he raised his hand up to the picture, but stopped just short of touching it. Instead, he slapped himself hard across the face.

"Okay," he muttered, rubbing his jaw where the skin was now stinging, "I don't know why I expected that to work."

The smell of bacon was drifting through the air, and he wandered towards it.

What he saw inside the kitchen took his breath away.

His father was sitting at the table, a plate of food and a newspaper in front of him. And in front of the stove, there was another figure, with shoulder length brown hair. She turned around, and -

"Morning, Peter!" his mother said, a soft smile crossing her face. "Come grab a plate and eat - you don't want to be late!"

Mechanically, his body moved him towards the counter and he grabbed a plate, his eyes following his mother the whole time.

When she caught his eye again, she chuckled. "You awake, kiddo? You look like a zombie."

"I - um," he stumbled, "Just… weird dreams."

"Oh yeah?" his dad said from the kitchen table. "What about?"

Peter took a shaky breath. "Uh, you know - can't really remember," he said, moving over to the table. "But - but it was weird."

His mom was washing the pan in the sink. "Well, I hope you got enough sleep. Kids your age need more sleep than you think." She flashed him a look, like they'd talked about this before. "Anyway, eat, quick, and go! You can't be late again."

Peter looked down at his plate, trying to keep his heart rate down. Possibilities were flooding through his head. Was this a simulation? Clones? Was he about to be poisoned by these eggs?

But they looked like normal eggs. And his spider-sense might not have been up and running, but he didn't feel like he was in danger.

Ned. He needed to talk to Ned. He could help him figure out what the heck was going on.

Peter scarfed down his breakfast and dumped his plate in the sink before running to grab his backpack.

His mom was watching him in amusement, and as he left, called out, "Bye, Peter! I'll see you tonight."

"Bye," he choked out, and closed the door behind him.

He let out a breath and looked down the hall. "It's okay, Peter," he muttered to himself. "Just get to school. You'll figure this out."

* * *

The journey to Midtown was calming in its normality. The route was the same, the sounds were the same - the same five people he always saw were on the train with him.

It had warmed up by the time he got to school, and the sun shone over the sports fields. Then he went inside, and got wrapped up by the crowd of kids and the sounds of the morning rush before class.

He went straight to Ned's locker, and let out a sigh of relief when he saw his friend there, shoving books in his backpack.

"Ned!" he called out, and when he got close enough, put a hand on his shoulder. Ned turned around in surprise. "Ned, you won't believe who's in my apartment right now."

Ned blinked. "What?"

"I woke up this morning and my mom was cooking breakfast for me!" he blurted. "I don't know what's going on, but this cannot be good."

Ned was looking at him like he was crazy. "Are you… okay?" he said slowly.

"No I'm not okay!" Peter hissed. "My _parents _are _alive!_"

"Um… right." Ned glanced over his shoulder, then back at him. "Uh…"

He ran a hand anxiously through his hair. "Something is not right here, dude."

"Yeah, no kidding," Ned replied.

Peter looked up, surprised at Ned's tone of voice. "Huh?"

Ned raised an eyebrow. "Like, no offense, Peter, but why are you talking to me? We're not friends. Or so you've let me know several times."

He took a step back, shocked. "What? I never said that!"

Ned slung his backpack over his shoulder. "Listen, I don't have time right now, okay? Take your weird non-problems somewhere else."

Peter was forced to step out of the way as Ned walked off across the hall. Michelle was there, he watched stupefied as the two of them talked for a moment. Ned pointed back in his direction, and they both laughed.

What.

Before he could even think about what just happened, he felt a hand on his shoulder, and turned around to see Flash Thompson.

Peter groaned internally. He did not have time for this. First his parents are alive, and now Ned wasn't talking to him? He didn't have the energy to fend off Flash's taunts.

So he cringed as Flash opened his mouth, but all that he heard was, "So, you ready for this math quiz, Pete? Sorry I missed that study session last night."

He blinked. Did Flash just call him 'Pete'?

Flash frowned a little. "You okay, buddy? You look like you just got hit with a bus," he added with a chuckle.

"Uh, I just - didn't sleep well last night," he managed.

"Oh, okay - no wonder you're wearing your glasses today," Flash replied easily, leaning up against the lockers. "By the way, did I just see you talking to Ned Leeds? What was that about?"

"He, uh… borrowed my book."

Flash shot him a weird look, but thankfully seemed to shake off the subject. "Okay, whatever. We should get going, the bell's about to ring."

Okay, so Flash thought he was friends with Peter, and Ned _wasn't _friends with Peter. This just kept getting weirder and weirder.

So of course it didn't stop there. Because when he turned the corner, he saw -

"Liz?" he stopped short, shocked. Liz was in Oregon. Had moved there after her father was imprisoned. But then apparently not, because she was right here.

Liz was taping a flyer to the wall, and she turned around and smiled at him. "Hey, Peter!" She stepped towards him. "Wow, are you okay? You look sick or something."

He steadied himself with a breath, and shook his head. "No, no - just - just tired. Couldn't sleep last night."

"Oh, good," Liz replied, moving ever closer. "Means I can still do this."

She leaned in to kiss him, and Peter's brain nearly shut down.

Luz pulled away with a smile. "I'll see you in class, yeah? I've got to finish putting these posters up."

It probably took him a moment too long to respond considering his system was rebooting. "Right," he said. His tongue felt numb. "I'll - yeah, class."

She chuckled at him. "Get some coffee or something, you're half asleep." Then she turned and started taping more flyers to the wall.

Flash tugged on his arm. "Come on, dude. We're gonna be late!"

Somehow Peter got his limbs working again, and he raced down the hall after Flash to their classroom. He saw Ned in the back next to MJ, and caught his eye for a moment. Ned looked away quickly, instead shooting MJ a look. Peter quickly sat down next to Flash, something strange twisting in his chest.

Luckily, the quiz was easy, and it passed quickly. Somehow, so did the rest of the day. After getting over the shock that was Flash and Liz, anyway. They seemed to accept the excuse that he was tired, and laughed and joked casually around him. Liz must have been his girlfriend, because besides the kiss, she was just comfortable touching him - playing with his hair, and fixing his collar.

Peter couldn't stop looking over at Ned and MJ, watching them as they went about their own day. But besides the occasional glance, neither of them acknowledged him at all.

By the time the bell rang for the end of the day, Peter was drained. Nothing was right here. Why was this happening? Was he still asleep?

But no - no matter how often he pinched himself, he didn't wake up.

So what was this? Was this some alternate timeline or universe? But if that was the case, how had he ended up here? And how would he get back?

He wandered back to his apartment slowly, his shoes dragging on the sidewalk.

He didn't have his powers, and his parents were alive here. So, what else was different? Who else was -

Peter stopped suddenly, his eyes widening. "Ben!"

Ben might be alive! But - where? He had woken up in his apartment, and they obviously weren't there. But that was where Peter had lived as long as he could remember. Distantly, he could remember visiting Aunt May and Uncle Ben as a little kid, and it had been somewhere else. But where?

He brought out his phone and searched through his contacts. There wasn't an address for Ben, but May had one.

Desperate to get there as fast as possible, he hailed a cab. Fifteen minutes later they pulled up in front of a building. Peter paid quickly and jumped out of the car, heading for the door. He looked down the list and found the name "Parker." He rushed to press the button.

He looked around impatiently as he waited for the response, and soon enough he heard, "_Hi, who is it?_"

Peter smiled. It was May. "May, it's me," he said. "It's Peter. Can I come in?" He hadn't meant to, but he sounded a little desperate. Somehow May's voice had always been comforting to him, and he could use some of that right now.

"_Peter?_" May sounded surprised. "_Oh, sure. Yeah, I'll let you in." _

The door buzzed and unlocked, and Peter pushed his way in. He ran up the stairs two at a time, then looked around for their apartment number. He found it quickly, and knocked.

May opened the door, still obviously surprised at his presence. "Peter, hi! What - what's going on? Why are you here?"

He entered the apartment and looked around. He saw various knick knacks that he recognized, but it was different than he expected. "Is Ben here?" he asked, trying to keep his voice steady.

May closed the door and followed him inside. "Uh, no - he's at work right now. Peter, what's wrong? Did something happen?"

His throat felt tight, and he bit his lip before it wobbled. Ben was alive!

Peter took another deep breath, and looked at his aunt. She looked young - younger than she usually did. _Well, _he thought, _it probably helped that she didn't have to worry about raising a kid. _

"No," he said eventually. "I just - wanted to see him."

May looked at him curiously. "Well, he'll be home in an hour or so, I guess you can wait around."

Peter nodded. "Okay. Thanks, yeah." He walked slowly over to the couch and took a seat.

He heard steps coming up slowly behind him. "Seriously, is everything okay? I mean, you know I love seeing you, but… it feels like something's happened."

Peter swallowed and shook his head. Somehow he felt calmer now than he had all day. "No, I'm okay. Sorry to barge in. I just… really want to see Ben."

She had come around the couch and was considering him. "Okay," she said finally. "Well, uh - you want some… food, or something?"

He smiled. "No, that's okay. I'm good."

May shrugged. "Okay," she replied. "Well, I was just about to shower, actually, so…"

"Oh! Yeah, sorry, I'm fine. Do whatever you were doing. Don't worry about me."

Once she had left the room, Peter just leaned back and closed his eyes for a moment. He was pretty sure of it now - he must be in some alternate universe. That was the only thing that made sense.

Even though it made no sense at all.

But he would figure this thing out - and before he did, he was just going to take advantage of it. He wasn't going to leave here until he saw Ben.

Sure, it was nice to know his parents were alive. But honestly, he had never known them. They were only a hazy memory to him. All he remembered was maybe a few smiles and a warm feeling. But May and Ben had always been the ones who had raised him.

There were many times when he was younger that he wished to have parents. It was only when Ben died that he realized he had had them all along. And now he was going to get to see him again.

He got up slowly and explored the apartment, the sound of water from the shower floating down the hall. He saw pictures of Ben and May together in various spots around the world - on beaches, in front of the pyramids, at a Japanese temple. They were obviously still young and carefree, with no child to tie them to one spot.

Peter felt guilty for a moment as he realized what he had taken from his aunt and uncle. If he had never come into their lives, they would have gotten to live their dreams.

And Ben would still be alive.

He settled down to wait for Ben to come home, getting more anxious as the time drew nearer. Eventually, the shower cut off in the bathroom, but still May didn't come out. She was probably getting ready for work.

Then he heard the lock turn in the door, and it swung open, and Ben walked inside.

Peter froze, just staring for a moment. It felt like a miracle.

Ben still hadn't noticed him yet. He was taking off his jacket, throwing his keys on the table. Then he looked up. "Peter?" he said, obviously confused. "What - what are you doing here?"

Peter couldn't stop. He ran forwards and wrapped his arms around his uncle, face pressing into his shoulder.

Ben was shocked for a moment, but then returned the hug. "Peter," he said again. "Are you okay? Is something wrong?" He pushed away and looked Peter in the eye. "Did something happen?"

Peter swallowed around the knot in his throat and said thickly, "No - no, it's fine."

Ben blinked. "Then why - are you sure? It doesn't seem like everything's fine."

He took a shaky breath and backed away. "Yeah. I just - it's been a weird day."

"Okay," his uncle replied slowly.

Suddenly Peter felt like he didn't belong, and that nothing was right. This wasn't the Ben that he knew. This wasn't Uncle Ben. This was just his uncle, Ben.

He shook his head quickly. "I'm sorry. I need to go," he said.

"What?" Ben looked even more confused.

May walked back into the room, dressed in her nurse's scrubs. "Hey, Ben. Did you see Peter's here?"

"Well, yeah. But apparently he's leaving now," Ben replied.

May frowned. "What? Peter, are you sure you're okay?"

Peter was gathering his stuff. "Yeah. I'm sorry. I guess I shouldn't have come. I'll - I'll see you around," he finished lamely.

"Peter!" Ben called after him, but he was already out the door.

He blinked back tears as he rushed down the stairs and out the front. He thought of his own Uncle Ben - the one that knew him inside and out, and had always believed in him. He thought of all the memories they shared - the ones that this Ben had no knowledge of.

He made it back to his apartment in a blur, memories swirling through his head. When he bust through the door, his mother was there, sitting in the living room. Her head snapped up.

"Peter?" she said. "Where have you been?"

He rushed past her. "I don't feel good," he said. "I think I need to go to bed."

"Oh, okay," she replied, confused. "Did something happen?"

He shook his head and walked towards his room, avoiding her eye contact. "No, I just don't feel good."

"Do you want some soup or something?"

"No," he said, and closed his door behind him.

He threw his bag down and pressed his back up against the door, breathing heavily. His hands clenched into fists, and he wiped his sleeve across his face.

Maybe if he just went to sleep. He woke up in this universe - maybe he would wake up in his if he just went to sleep.

He kicked off his shoes and pulled himself under the covers, pulling them up over his face, and screwed his eyes shut.

And slowly, he drifted off into a fitful sleep.

* * *

A/N: Let me know your thoughts about this silly story!


	2. Chapter 2

"Peter… Peter!"

Peter's eyes snapped open and his head darted around. It sounded like someone had called his name from inside the room, but there was no one there.

Speaking of weird dreams, he thought about everything he had seen the day before. Was he still there? Or had going to bed worked? He was hesitant to move, curious to find out but also scared he was still in that weird other universe.

Eventually, he moved to switch on the light, and his heart sunk as his question was answered.

He reached out to his bedside table and pulled on his glasses, scowling as the world sharpened around him.

Because he had gone to bed so early the day before, he had woken up early - the sun hadn't even risen yet. He was tempted to go back to sleep, but he didn't want to have any more weird dreams. Instead, he dressed slowly, going over the situation in his head.

So, going to sleep hadn't worked. Peter couldn't say he was surprised. Things were never that easy for him. But there must be some way to get back.

He thought about his parents, probably still sleeping in the room down the hall. Their presence had shaken him, but now for a moment he considered the opportunity he had. He could actually get to know his parents. All he had of them were vague memories that were only getting hazier as he got older.

Then again, Uncle Ben hadn't been the same person that he knew. The person that Peter had seen yesterday was a stranger. His chest twisted again as he thought of it - to see that face, but with the usual affection missing from his eyes. His parents could be the same way - different from what they should be.

Although this is what they should be. Alive, and taking care of Peter.

Peter shook his head and pushed a comb through his hair before stepping out of his room. To his surprise, a light was on in the living room.

As he walked in, his mother looked up at him. "Oh, wow, you're up early," she said. She considered him for a moment, then said carefully, "Are you feeling better this morning?"

Peter had almost forgotten that he'd claimed to be sick the night before. "Uh, yeah. Sorry about yesterday."

A small smile crossed her face. "It's okay. Although you did miss out on lasagna night." She paused, and tucked a piece of hair behind her ear. "Why don't you sit down for a second?"

Peter felt anxiety rising in his chest, but did as she asked, taking the place next to her on the couch.

His mom looked him in the eye, and for a moment he was struck with how beautiful she was. His _mom _was right there. Alive. He almost missed what she was saying: "You know, your aunt May called me last night."

Oh. He cringed.

"She told me you seemed really upset, and that you ran out without explaining what was going on."

"Yeah… about that…" he trailed off, twisting his hands in his lap. How was he supposed to explain that?

His mom wasn't looking at him in anger, though. She only seemed confused, and worried. "Did something happen?" she asked. She put a hand on his knee. "Did something go wrong with Liz?"

Peter's eyes widened, and he shook his head. He had almost forgotten about that - he was dating Liz! "No! Nothing like that," he said quickly.

She frowned. "Then what? I mean, you don't usually just drop by your aunt and uncle's place. Or go to bed at five PM. Something must have happened."

He simply looked at her, at a loss for how to explain anything.

"You know you can tell me anything, Peter," she said. Her expression was sad, but there was only care and love in her eyes.

"I - I know," he replied. Somehow, it did feel that way. But there was no way he could tell her this.

His mother sighed. "C'mere," she said finally, opening her arms.

Peter hesitated, but after a moment moved forwards. He folded into her hug easily, and started holding on tight. It felt so natural, somehow. Like he had hugged this person his whole life. He found himself holding back tears.

When she pulled back, she said, "It's okay. Whatever's happening - and you can explain when you're ready - it'll end up okay. Alright, Peter?"

He nodded, not trusting himself to speak.

She smiled. "Okay, good. Now, do you want some breakfast?" She stood, and moved towards the kitchen. "I could make pancakes, if you want. Or you could have leftover lasagna," she added with a smirk.

Peter smiled back. "Pancakes sounds good," he replied.

* * *

After the sun had fully risen and his stomach was full of pancakes, Peter was on his way to school again. A soft wind was blowing past his ears as he walked towards the subway stop.

The morning spent with his mom had been, admittedly, really nice. They had talked easily, she bringing up a few memories from when he was little. A few Peter had even recalled himself, after a moment. Mary Parker was kind and funny, and obviously a caring mother. It left Peter feeling conflicted.

The version of Peter Parker that lived here obviously had a nice life, but it was just so different from the one that he knew - especially when it came to May and Ben.

He considered his friends. The Ned and Michelle of this reality didn't know him, and honestly it felt like they didn't _like _him. Meanwhile, Flash was apparently his best friend and he was _dating _Liz Allan (That part wasn't so bad).

Then there was his powers. Here, he wasn't Spider-Man. He wondered for a moment if someone _else_ was Spider-Man here. That would certainly be interesting.

He didn't have time to think much further about it, though, because suddenly he heard someone cry out.

"Help!" It was a woman, and it sounded like it was coming from around the corner, down the alley in front of him. "I need help!"

Peter rushed forwards, his instincts taking him to the entrance of the alley. In the shadows, he saw a blonde woman being shoved against the brick, a knife pointed towards her by a man in a dark hoodie.

He froze. He desperately wanted to help, but could he? He didn't have powers here! What could he possibly do?

Then the woman screamed again, and his feet made the decision for him.

He ran forwards, yelling as he went, "Hey! Get away from her!"

The man in the hoodie turned sharply towards him, and all that mattered was that his knife came away from the woman's throat.

But then Peter was faced with the same knife.

"Move away, kid," the man growled. "I'm warning you."

He shot his foot forwards to knock the man off his feet, but he didn't move as fast as he was used to, and the guy simply moved backwards and away from him. Behind him, the woman ran off down the alleyway, clutching her bag to her chest.

The man looked after her and cursed. "Jesus," he said. "Why'd you have to do that?"

Peter shot him a look. "Seriously? You're asking _me _that?"

Then the mugger's hand shot forwards, and Peter moved his hand up desperately to block the knife.

Wrong move. He felt the sting as his forearm was slashed open, and while he was distracted by the pain, the guy bashed his head into the brick. His head spun, and he heard a snap as his backpack was cut off his shoulder. He fell onto the ground, his vision tilting.

The man stalked off, biting out as he went, "Thanks a lot, kid."

Once Peter's head stopped ringing, and his vision cleared, the man was gone - and so was his stuff.

He groaned in frustration. He was so useless like this! Sure, the woman had gotten away - but so had her attacker! And he'd taken everything of Peter's with him - including his phone, he realized with a curse.

Peter sat there in the alley for a moment, his head in his hands. How embarrassing. Wasn't he a superhero? Shouldn't he know how to fight - even without his powers? His limbs had felt like they were weighed down as he had tried to fight back.

That clinched it - he had to figure out what the hell was going on around here so that he could get back. And he wasn't going to learn anything new at school. He figured it wouldn't matter anyway - not when he got back to his reality.

Peter sighed he pushed himself to his feet, brushing the dirt and grime off of him as best he could. His arm was bleeding pretty heavily, he realized. Thankfully, his head didn't seem to be bleeding anywhere, but it was hard to tell since he couldn't see. He decided to stop in at the pharmacy down the street for supplies, and took off his jacket to cover up his bloody arm.

He had only taken a few steps inside the shop when he realized that all of the money he had was in his backpack - he didn't have anything. There was no way that he could pay!

Peter considered stealing for a moment, but the thought passed quickly. There was no way he could hurt someone the same way he had just been. Stealing was wrong, and he couldn't let himself stoop to that level.

Instead, he left the shop and entered a McDonald's that was down the street. He locked himself in the bathroom and cleaned himself up as best he could, making sure to wipe up the blood out of the sink when he was done. His arm looked a little bulky under his jacket from the paper towels he had wrapped around it, but at least he wasn't dripping blood anymore.

"Okay, think, Peter," he muttered as he walked out again onto the street. "What happened two days ago?"

If he could remember the day before he woke up in this reality, surely he could remember what had happened to send him here, and figure out a way to reverse it!

He had woken up and gone to school, just like any normal day - but it had been raining and storming, he recalled. Which there didn't seem to have been any sign of yesterday. School had been normal, and decathlon practice was normal too…

For some reason his memories became hazier after that. He knew that he had gone out as Spider-Man after school, but he couldn't remember what exactly he had been doing. There had been a fight, he was sure of it. He could feel the bruises from being hit. He also remembered being uncomfortable in the rain - and Mr. Stark had called him.

Mr. Stark! That was it!

Peter couldn't believe that he hadn't thought about this earlier. Surely, Mr. Stark could help him! He was the smartest guy in the world. If anyone could figure out what was going on, it was him.

"Alright, Avengers Tower it is," Peter said to himself, and turned off in the right direction, his shoulders set and his mind determined.

Of course, he forgot just how long of a walk it was from Queens to the Tower. Without his subway card, or any money, he couldn't use that or the busses. Instead, he moved his feet as quickly as he could, going in generally the right direction - after all, he just had to head in the direction of Manhattan. And surely he could find it at that point - he had been there quite a few times, and it was an easy building to spot.

Thankfully his stomach full of pancakes was fuel enough to keep him moving, although his head still ached from its contact with the brick wall of the alley. He eventually noticed also that he had bled through the "bandages" on his arm, and he ducked into another bathroom to replace them.

A few hours later, and he figured he was about halfway there. He sat down on a bench to take a break. This whole time he had been trying to remember what had happened, and had realized there was a definite block where he couldn't remember anything else. Something had happened during that time - something that sent him out of his reality and into this one. He groaned, trying to think and remember, but it was no use.

Peter thought about school. Hopefully they wouldn't think too much of him skipping class. He had skipped quite a few classes to deal with Spider-Man problems. Although, he wasn't Spider-Man in this reality. So who knows what they would think. He hoped they wouldn't call his parents. Now that he thought about it, it was probably good that he didn't have his phone with him. That would only be something his parents could track him with.

It was still tripping with his head - the thought that his parents were alive. But he knew that this wasn't right. He needed to get back to where he belonged.

"Wait," he whispered to himself, as a thought struck him. What if the other Peter was in his body right now? What if he was careless and people found out about his powers? Anxiety rose in him once again as he considered this, and he pushed himself to his feet to get moving again.

It was a little past noon when he crossed the Queensboro Bridge. A cool wind whipped across the East River and through his hair, and he pulled his jacket a little tighter around himself. But he was almost there - finally. It was probably just another mile or so.

There were more people walking along the sidewalks on this side of the river, and he wondered what else was different about this reality. Did everyone have such dramatic changes to their life as he did?

His heart sunk as he realized that Tony Stark might not even be Iron Man in this reality, but he pushed that thought aside quickly. Peter had been bitten by that spider by chance - but Tony had made himself Iron Man. Surely he still would be here.

Finally, Peter arrived at the front steps of the Avengers Tower. He was relieved to see that everything looked the same, and he headed for the doors confidently.

He didn't make it five steps before he was stopped by security.

"Excuse me," one guard said. Peter recognized him, but he couldn't place his name. "You can't be in here."

Peter stopped, raising his hands up calmly. "I'm just here to see Mr. Stark."

The guard rolled his eyes. "Yeah, you and everyone else, kid. Move back outside, please."

"Please," Peter said, starting to feel a little desperate. He had come all this way! Surely he wasn't going to be turned away at the door! "I need his help. I - I know him! I can prove it!"

The man frowned now. "Seriously. Last warning. Leave now or I'll have to make you leave."

Peter glanced around the room, hoping that somehow he would be let in. He scowled in frustration as he realized that was never going to happen. "Okay, okay," he said, backing away. "I'm sorry. Just -" he cut himself off and shook his head. "Sorry," he said again, and left the building the same way he came in.

As he walked back down the steps he had gone up only a minute before, he felt his throat swell up, and he groaned in frustration. He made it to the side of the building before he sat down in a heap, his back pressed up against the wall and his hands pressed into his eyes.

"God damnit!" he cursed. Why hadn't he thought of this? No shit he wasn't going to be let in. He was nobody here. He wasn't Spider-Man, and so Mr. Stark had never laid eyes on him. This version of Peter had surely never even dreamed of knowing him.

He wasn't sure how long he sat there, stewing in his frustration, trying desperately to think up ways to trick his way around the guards. But there was no way. He would have to do this on his own.

* * *

The walk back to his apartment felt twice as long as the walk there. Peter's thoughts went in circles as he tried to remember what had happened to him, tried to think of ways out of this, tried to figure out just what the heck was happening. By the time he reached his door, the sun was low in the sky, and he was exhausted, physically and mentally.

He certainly wasn't prepared for his parents' reaction when he walked in the door.

An explosion of sound hit his ears, and hands were suddenly all over him.

"Peter!" his mother said, relief clear in her voice. "Oh, my god. We were so worried about you!"

"Are you okay?" his father asked, brows drawn together in concern.

Peter's eyes were wide. "I - I, yeah. I'm okay."

His mom pushed back the hair from his eyes. "We were so worried - we got a call from the school saying you never showed up!"

His dad crossed his arms, and took a step back. "So," he said slowly, "Where have you been all day, young man, if not school?"

Peter was yet again at a loss to explain himself. All he could say was, "I'm sorry."

"You should be!" his mom said, anger lacing into her voice as it overtook her worry. "You don't do this sort of thing - what were you thinking, just skipping school like that! For all we knew, you could've been dead!"

"Peter, where were you?" his father asked again, voice stern.

Peter shook his head, trying to come up with something - anything that might sound plausible. "I just… I couldn't go today," he said finally.

Mary frowned and took a step back, considering him. "Does this have something to do with what happened yesterday?"

"Yeah, you know - your surprise visit to see my brother needs some explanation as well."

"I'm sorry, okay?" Peter said again. "I didn't mean to worry you - I wasn't thinking -"

"No, shit, you weren't thinking -"

"Richard, calm down."

"And why should I? Our son has been playing hooky all day!"

Peter suddenly felt the wave of his emotions overwhelm him, and tears rose unbidden to his cheeks. He tried desperately to force them back and wipe them away, but his parents had already spotted them.

"Oh, Peter," his father said. "Don't - I didn't mean to yell. But you scared us, bud. You can't do things like this, you know better."

He nodded mutely. That wasn't the reason he was crying by any means, but he supposed it didn't matter. Whatever got them to leave him alone. "I'm sorry," Peter said eventually. "I just… I'm sorry."

Mary and Richard looked at each other, and then back at him. "It's okay," his mom said. "We're relieved you're alright. We don't have to talk about this tonight. Let's just have dinner and let things calm down."

"You should know there will be consequences, though, Peter."

"I - I understand," he managed. He was getting chastised by his parents. This felt so surreal.

His mom put a hand on his shoulder and led him forwards. "Dinner's just about ready," she said. "Let's eat, and then you can get to bed, okay? We'll talk about this tomorrow."

He nodded, relief flooding through him. That would give him plenty of time to figure out how he was going to explain this.

His father still looked frustrated, but he nodded and went along with Mary's suggestion. "Can you help me set the table, Peter?" he said.

Peter sighed and followed him into the kitchen.

* * *

Later, as Peter twisted this way and that, trying to get to sleep, he considered his explanation for what had happened.

Instead, what his mind provided him with was a plan. He was going to need to show up at school tomorrow.

And somehow get Ned on his side.

He faded into sleep, almost stirring awake when he thought he heard his name. But then his dreams swept him away.

* * *

A/N: I'm glad some of you are enjoying this weird story. I hope this chapter works - I know nothing much happens. There should be one more chapter to wrap things up.


	3. Chapter 3

A/N: One of my goals for 2020 is to finish all the WIPs I started last year. And this one's first on the list.

I meant to have this story only have three chapters, but as I'm writing the last one I'm realizing it'll be a little long for that, so I'm splitting it into two parts.

* * *

The next morning, Peter wasn't surprised to find himself waking up to his parents knocking on his door - though it was still a little weird to have to wear his glasses. He had forgotten how annoying it was not being able to see.

When he lifted his arm up to put them on, though, he hissed in pain. He looked down and realized that his arm was still hurt. Well, of course it would be. Without his healing factor, cuts would heal normally. This one would probably need stitches, if he were to do things the right way. But he didn't have time for that. Instead, he made his way to the bathroom and took the time to wash it out and put a real bandage on it. Hopefully that would do.

After that was taken care of, he got dressed and ready for school, and was about to head out the door when his dad called out to him.

"Peter, hold on," he heard from the kitchen. His dad popped his head around the corner and added, "I'm gonna drive you to school, okay? Just gonna make sure you actually get there today," he added with a raised eyebrow. "Give me ten minutes."

Peter sighed. "Yeah, okay." He took a seat and just looked around the room, his mind wandering a bit as he waited. He didn't have any of his stuff, really, since his bag had been stolen yesterday. But he'd found an old backpack in the back of his closet, and had filled it with what he'd need for the day.

Today was the day he was getting back to his real life. Well, as long as everything went to plan. But he was pretty certain that he could pull it off.

Maybe.

But he had to, so there was no backing out of this. He didn't have any plans after this one. And for it, he did need to go to school, so he didn't see the harm in his dad dropping him off. Besides the awkward conversation that was sure to ensue.

It was kind of weird looking at his dad. Beyond the fact that it was his father, he looked a lot like Peter did. It was like seeing a vision of what he would look like in 30 years. At least his dad still seemed to have all of his hair.

Ten minutes later, his dad was ready to leave. Richard grabbed his coat, and they said goodbye to his mom before heading out.

Once in the car, they pulled away from the curb and drove down the road, Richard messing with the radio stations. Apparently there was nothing good on, because after a few minutes he got fed up and just turned the radio off.

After another few minutes of awkward silence, they stopped at a red light and Peter's dad turned to him. "So," he said slowly. "You gonna tell me what's going on with you?"

Unsure what to say, Peter just looked away and out the window, shrugging.

"That's a 'no,' then, I take it. What, do I have to guess? Should we do charades?"

Peter shrugged again. "It's nothing," he said, trying to sound apologetic. "I just... didn't want to go to school, okay? I'm sorry."

A pause. "Last night, you said you couldn't go to school… so which is it - you couldn't, or you didn't want to?"

Peter glanced at him quickly, and then looked away again. "I don't know… both?"

"Right." The coins in the cup holder shifted as they made a turn. Richard waited until they were safe in the lane before speaking again. "You know, your mom and I aren't out to get you - we just want to help, Pete. We've noticed something off about you in the last couple days, and this…" he shook his head. "I've never heard of you skipping school before. It's not like you."

Peter looked at him, but didn't reply.

"I am sorry I yelled at you last night," his dad continued, his face open and concerned. "But… I'm just worried about you. If you let me know what's going on, maybe I can help."

Even though he knew what he had done was justifiable, and even though he didn't even really know this man, Peter felt guilty. He wished he could open up and explain everything that was going on. But more than likely his dad would just think he was crazy.

So he just looked his dad in the eye and said softly, "I'll explain everything tonight. I promise."

Richard gave him a small smile and a nod. "Okay. I guess I can wait until then."

Peter forced himself to give a little smile back. After all, if his plan worked, he wouldn't need to explain anything. If it didn't work… well, he'd be screwed anyway.

* * *

His dad dropped him off on the curb in front of Midtown and waved goodbye anxiously.

Peter waved back, realizing that, if everything worked as it should, this would be the last time he'd ever see his father. He wished he'd taken the time to give him a hug - his mom, too. He'd barely looked at her before rushing out the door earlier.

He pushed his emotions aside and turned to head up the steps and inside. He had a lot to accomplish today if he was going to get home. The thought of seeing Aunt May again - his Aunt May - had his chest twisting with hope and excitement.

Peter had barely gotten in the door before he was stopped by Liz. "Peter, hi!" she gave him a hug.

His nerves spiked, but he managed to hug her back. "Hey, Liz," he said.

She pulled back and looked at his face. "Are you okay? Were you sick yesterday or something? And how come you didn't reply to my texts?"

Peter swallowed. "Uh, sorry. I just - yeah, I was sick yesterday. I had a migraine," he told her.

She frowned. "I didn't know you got migraines."

He shrugged. "I… get them once in a while. And sorry I didn't reply, I - I kind of dropped my phone in the toilet," he lied. "It's a goner."

"You dropped it in the toilet?" Liz snorted. "God, you keep finding new ways to impress me." She chuckled, and then grabbed his hand and squeezed it sympathetically. "That does suck, though. I'm sorry. I guess you're feeling better today?"

Peter nodded. "Yeah - yeah, I am." Just then he spotted Ned over Liz's shoulder, and he stepped back. "I… I'm sorry, I'll see you later, okay? I gotta do something."

She looked confused. "What? Uh… okay."

He gave her an apologetic shrug and took off down the hall after Ned.

"Peter!" he heard Flash call out, but he didn't bother to look over. He just kept going until he was able to put a hand on Ned's shoulder and turn him around.

"Hey - what the -" Ned stuttered, cutting himself off as he saw who it was. "Uh, hello?"

Peter cut to the chase. "Ned, I know we're not friends, okay? But I need your help."

"You… need my help?" he looked incredulous.

Peter nodded impatiently. "Yeah. I do. Please, just let me explain everything. I promise, I'm not messing with you."

Ned shook his head hesitantly. "If this is about the homework, I'm not letting you copy."

"No, Ned, it's not - this is bigger than homework," Peter said earnestly. "And you're the only one who can help me here."

There was a long pause as Ned considered him. Then he sighed heavily and said, "I'm gonna regret this, but… okay. Lay it on me."

Peter smiled in relief. "I don't have time to explain everything before class. But - meet me in the computer lab, at lunch time."

"Lunch time? What - god, you're acting so weird, you know that?"

"Yeah, I know. I'm sorry," he replied quickly. "But - computer lab, at lunch. Okay? You'll be there?"

Ned sighed again. "Man, I guess."

"Thank you!" Peter said. "I explain everything then. Thank you, Ned." He noticed MJ coming down the hall towards them. "See you at lunch," he added before turning away.

He heard MJ talking to Ned as he walked off: "What was that about?" But he moved too far away to hear Ned's answer.

Instead, he met up with Flash, who looked up at him as he walked closer. "Peter - dude, where were you yesterday? And why are you talking to Leeds again?"

"I was sick," Peter replied quickly. "Migraine. And I somehow managed to drop my phone in the toilet. But let's just get to math, okay?"

Flash just shrugged, "Geez, okay. Sorry I asked, I guess."

Peter considered him. It was weird hearing Flash be concerned about him. Usually all he heard from him was taunts and insults.

There were plenty of other things he had deal with today, and making sure he didn't hurt Flash's feelings wasn't even on the list. But still, he sighed and added, "Sorry, man. I'm just having a weird week, I guess."

"I get it. Happens to the best of us," Flash said understandingly, clapping his hand on his shoulder. "And you're right - we should probably get to math."

Flash walked out in front of him, and Peter hurried to follow after, shaking his head at the pure insanity of it all.

* * *

The first two periods, Peter was a mess of nervous energy, his foot tapping the whole time. He used his migraine excuse as an explanation for his teachers, and they seemed to accept it, simply handing him the assignments that he missed. He didn't even bother paying attention, and instead thought over every move he still had to make.

Finally, Chemistry rolled around. While everyone was still milling around, waiting for class to start, he quickly and quietly grabbed the things he needed before taking a seat at the back of the room.

The teacher started talking, but Peter had his attention directed to the drawer next to his station. It didn't take long before he had mixed up a fresh batch of webbing. Then another.

He stored it in his backpack and waited impatiently for the bell.

In Shop class, Peter did the same thing - gathering his own materials and disregarding the instructions. It was much easier in Shop. The teacher in that class never cared what they were doing. He could have set off a small explosion and the guy would barely bat an eye.

But instead of an explosion, he crafted web shooters, and packed them with the webbing he'd made.

He smiled as he looked down at the complete web shooters.

Step one was complete.

Step two would take a little more finesse. Namely, he had to convince Ned to help him - and convince him he wasn't crazy.

Peter was honestly surprised when he showed up at the computer lab and Ned was actually there.

"Hey!" he said, sitting down in the chair next to him. The computer lab was empty save for Ned. No one really used it anymore since people had their own laptops or phones. "Thanks for coming, man."

Ned just nodded, looking a bit impatient. "What's this about, then? I need some explanation here, Parker."

"I'm getting to that," Peter said placatingly. Then, he cringed. This next bit was gonna sound insane. He'd have to word it right. "So," he said, "I'm gonna have to ask you to go with me on this one, okay? Just… let me talk. I know it's gonna sound crazy."

Ned frowned at him and said slowly, "Okay…"

"So, you're great at programming," Peter began. "You understand computers better than anyone else I know."

"Right… Is this gonna turn into like a coin thing? Because I'm not into that."

Peter shook his head. "No, dude. No. Just… I need you to figure something out for me. I would look through it myself, but I know I won't be able to crack it."

"Could you be a little more specific?" Ned asked, obviously a little annoyed. "You're not making any sense."

"Well, it might be a little… illegal," Peter admitted carefully.

Ned raised his eyebrows. "Illegal? Are you serious?" He shook his head. "What the hell, man? If this is about the dark web, I swear -"

Before he could overthink it, Peter blurted out, "I need to break into the Avengers Tower."

Ned blinked at him. Opened his mouth, closed it. Opened it again. "Wait… what?"

"I need to break into Avengers Tower," Peter said again. "And I need you to help me do it."

"You're insane," Ned said, staring at him. "Why the hell would you want to break into Avengers Tower?"

"It's hard to explain," Peter replied, reaching under his sleeve and picking at the bandage on his arm anxiously. "And if you think that idea's insane…" he let out a breath.

"Well, you might as well get out this entire fever dream," Ned said. "Come on, there must be a good reason for all of this."

Peter hesitated. But really, he had nothing to lose.

So he explained it all. His parents, Aunt May and Uncle Ben, Flash and Liz - he broke down how all of it was wrong. How he had woken up in the wrong universe, and now he needed to get back.

Ned, for his part, just listened, his expression growing more and more incredulous as the story went on. When Peter got to explaining Spider-Man and Mr. Stark, though - he broke in.

"Wait, wait, wait -" Ned said, waving his hands. "You're a superhero? An Avenger? And Tony Stark is your mentor? Tony Stark?"

Peter swallowed. "Well, I'm not exactly an Avenger. But yeah, that's the size of it."

Ned paused again, shaking his head warily. "You're insane. You're lying," he accused.

"Come on," Peter said, getting frustrated. "Why would I make any of this up?"

Ned shrugged wildly. "I don't know! To fuck with me, maybe?"

"Seriously, Ned," Peter pleaded. "You know this is way too crazy, even for that. And does that even sound like me?"

"Okay, okay. Let's say I believe you. Even if it's fucking crazy. Why would I help you?" Ned, beyond looking irritated, sounded confused and hurt.

"Because you're my best friend!" Peter said desperately.

Ned just shook his finger at him. "See, that's where you really lose me. We're not friends, Peter. You've made sure of that."

"What does that mean?" Peter said.

Ned seemed at a loss for words. "You - you pushed me away! Thought you were too cool for me, and ditched me for Flash!"

Peter shook his head. "No. I wouldn't do that," he denied. "I would never do that."

"Well, you did," Ned shot back. "Seventh grade, you decided that I wasn't good enough, and just used me to climb the social ladder. You never looked back."

Peter couldn't believe what he was hearing. But he'd heard and seen a lot of crazy stuff in the last few days. "I'm… I'm sorry, Ned," he said softly, his heart hurting for his friend. "You didn't deserve that."

Ned let out a shaky sigh and crossed his arms over his chest. He stared at a spot on the carpet for a while before looking back up at Peter sharply.

There was something in his gaze. It was calculating and distrustful, but there was another element as well. Hope?

"Okay," he said finally. "I'll help you."

Peter nearly laughed in relief. Instead, he smiled and said, "Thank you. Oh my god, thank you, Ned."

"I'm not saying that I can actually do it," Ned said quickly. "I mean… Avengers Tower? They've gotta have tech there we don't even know exists."

"You actually hacked into some Stark gear in my universe," Peter said with a little shrug.

Ned looked proud. "Really?"

"Yeah," Peter said. "So don't underestimate yourself. You're my go to guy for this sort of thing."

Ned nodded. "I guess there's no harm in trying. I mean, can you really get arrested if you fail to break in someplace?"

"Uh…" Peter picked at his bandage again. "I probably wouldn't Google that question until we finish all of this."

"Wait a sec…" Ned said suddenly, pointing at his arm. "What is that? What happened to you?"

Peter looked down, confused. Then he realized that picking at the bandage had pushed up his long sleeve, leaving the dressing in full view. To make matters worse, he had started to bleed through the bandage, and there was a large red spot visible through the plastic and gauze.

"Are you okay?"

Peter pushed down his sleeve quickly. "Uh, yeah. Fine."

Ned frowned. "You sure? I mean, that looked like a lot of blood."

"Well, um…" Peter started hesitantly. "Yesterday - I kind of got mugged, I guess. After trying to stop a mugging."

"What?" Ned sounded shocked. "Jesus, Peter."

Peter shrugged, embarrassed. "Yeah, it's stupid, I know."

"Stupid? What are you talking about?" Ned said, incredulous. "I mean, you don't have your powers here and you still tried to help? That takes balls."

Peter looked up at him and gave a small smile. "Thanks."

Ned nodded, looking a little awkward all of a sudden. Peter sympathized. This situation wasn't exactly normal.

"So…" Ned started again, "When exactly is this happening? Because I have decathlon practice today."

Peter cringed. "Right… You mind skipping that? You know, to support a little interdimensional travel and save a friend?"

Ned glanced over at the word 'friend,' then looked away again. He shrugged. "I mean… I guess so."

Peter smiled at him and stuck out his hand.

Ned raised an eyebrow at him hesitantly before a grin stretched over his face, too, and he grabbed Peter's outstretched hand.

Together, they did their handshake.

When they finished, both had finger guns pointed at one another and Ned was practically buzzing with energy.

"Oh my god, oh my god," He said, bouncing in his seat. "This is the craziest thing that's ever happened to me. By about a million miles."

"And we haven't even started yet," Peter joked. Ned's excitement was infectious as always, and Peter felt a part of himself fill up at having his best friend back on his side.

"Right," Ned said, getting serious. "You know, if we're gonna leave school we should probably do it now."

Peter nodded. "Probably."

"Okay," Ned said quickly, standing. "Before I realize how stupid and dangerous this is. Let's go."

* * *

A/N: Don't worry, there won't be an 8-month wait before I update this again. But comments always fuel my writing! So let me know your thoughts on this, and I'll see you again soon.


	4. Chapter 4

A/N: Okay, so apparently I did need seven months to update this. I am so sorry to anyone who cared to see more of this fic. But here it is! Enjoy!

* * *

Surprisingly, getting away from school was easy. They managed to slip out a side entrance and get down to the street without anyone spotting them, even with Ned doing a strange impression of a chicken with its head cut off as he tried to sneak from hiding place to hiding place.

Peter walked behind him, a little steadier but still nervous as hell. "Dude," he hissed. "Stop that. You look suspicious as hell."

"Ah. Sorry," Ned whispered.

Once they made it to the street, Ned let out a victorious whoop before punching Peter in the shoulder.

"Yes!" he said as they walked down the sidewalk towards the subway platform. "We did it!"

Peter rubbed his shoulder. "Yeah, and that was the easiest part of this whole thing."

"I like to appreciate my successes. What can I say," Ned said, shrugging. "So, do you actually have a plan here? Or am I risking my perfect attendance record for no reason?"

Peter reached around into his backpack and pulled out the web-shooters. "This is my plan," he said, showing them off to Ned.

Ned picked one up and turned it over in his hand. "What the heck is this?"

"Look." Peter grabbed it back from him and slipped it on his wrist. Then he pointed his arm out and pressed the button.

Webbing flew forwards, the end of it landing on the pavement in front of them and sticking.

"Whoa," Ned said. "What the…"

They paused in their walking as Peter grabbed the string and pulled on it. Sure enough, the webbing held fast.

Peter looked up at Ned, waiting for his approval.

"What… what is it, though?" Ned said instead. "What are you doing with this?"

"I'm gonna climb up the outside of Avengers Tower to the roof," Peter told him, as though the answer were obvious. He let go of the thread and they started walking forwards again. "It's just like climbing a rope in gym class, Ned. Easy."

Ned looked extremely dubious. "Easy?" he said. "I mean, maybe with super spider powers. But if you haven't noticed, you're a normal person, Peter. With an injured arm. Do you really think this is gonna be easy?"

Peter blinked. Honestly, he hadn't thought about that. Or if he had, he'd just skipped over it like it wasn't worth worrying about. He saw now that it was.

Yeah, this plan might not be as fool proof as he thought.

"Let's not worry about that right now, okay?" Peter said, faking confidence and hiding his own panic. He couldn't have Ned walking out on him. "Let's just… get downtown. Do you have any ideas on hacking into that place?"

Ned shrugged. "I'd have to get on my computer and do a little research. I'll do it on the train - I can use my phone as a hot spot."

Peter nodded. "Okay. Yeah. Good."

They arrived at the station and stood waiting for the train. Ned was eyeing Peter carefully.

"You okay?" he asked.

Peter nodded, shooting him a shaky smile. "Yeah," he said. "I'm fine. Fine. I just - I just really need this to work. I don't know what I'm gonna do if this doesn't work."

"I get it," Ned said. "If I had super powers in another universe I'd want to get back there, too."

"It's not just that," Peter replied. "Everything here is wrong. The people most of all."

"Yeah, you are pretty weird," Ned said jokingly. When Peter didn't laugh, he added more seriously, "But I mean… you said your parents were dead in your universe. How is it a bad thing that they're alive? I mean… shouldn't that be a good thing?" His tone was careful.

Peter let out a shaky breath. "Maybe if I had this universe's memories. But I barely remember anything of my parents. For me, they died when I was really young. It's been… I guess it's been good to see them, in a way. I've always wondered what they were like. But mostly it just feels wrong. I'd rather have the people that I love. Not these fake people."

"They're not fake," Ned said defensively. "I'm not fake, anyways. But hey - do you think your self from this world is walking around in yours? Like a Freaky Friday kind of situation?"

"I don't know," Peter said. "I kind of hope so. It'd be easier to explain everything if that were the case."

"Plus, maybe if we switch you back you'll have learned some kind of moral lesson or something, and be less of a dick."

Peter shot Ned a glance. "Yeah," he said. "Maybe."

Ned just shrugged at him. "I've missed you as a friend, honestly," he admitted. "Plus, I'll never have anyone to talk to about this if you come back not remembering anything. They'd send me to the psych ward or something."

"I hope we have been switched, then," Peter told him. "Sounds like the me from this universe could stand to learn a lesson."

Ned grinned at him.

The platform shook slightly as the train rolled up, and once the doors opened they climbed on board.

Since it was the middle of the day, the train was pretty empty, and there were plenty of seats to choose from. They plopped down next to each other, and Ned pulled out his laptop from his bag. Once it was open and running he started typing on it furiously. Peter couldn't even follow everything that he was doing.

"What are you -" Peter tried to ask.

Ned cut him off. "Just take a break and let me figure this out, Peter. I'll let you know when I do."

Peter nodded, and leaned back in his seat. The rocking of the train soothed him. And despite his nerves, it wasn't long before his eyes were drooping shut, and he fell asleep.

* * *

"Peter…"

"...Peter…"

"Peter…"

"Peter. Dude, come on, wake up!"

A hand on his arm shocked him awake, and he sat up, adrenaline spiking through his system.

"What?" he blurted loudly, eyes blinking open.

Ned was looking at him proudly. "I can't even believe myself, but I think I might have figured out a way to get us in," he said.

"No way!" Peter said excitedly, looking over at the laptop. "Really?"

"I'm not guaranteeing it'll work," Ned said quickly. "But it's better than climbing up all the windows to the roof."

"Show me!"

"Okay, okay. Look." Ned pointed at the screen, on which he had pulled up some blueprints of Avengers Tower. How he'd gotten ones so detailed, Peter had no idea. "Right here, there's a back entrance. It's where food trucks and stuff come in to drop things off. I think you can get in through there."

Peter looked carefully at the blueprints. "What makes you think that?"

Ned shrugged. "Those entryways are always really busy. And if you get caught, you can just say you're there with a school group or something and got lost."

Peter considered that a little dubiously, but eventually nodded. He'd seen that area a few times, and it was always either deserted, or really busy. Either way they'd probably be able to get in. "But what about like, entry codes and stuff?" Peter said. "There's a door down there you need a key card for."

"Yeah, I saw that," Ned said. "And I think I can get through it for you."

Peter raised his eyebrows. "Seriously?" He knew Ned could work with code. Hell, he'd broken into Peter's suit. But he assumed that the Avengers Tower building security was a bit more complicated than that.

Ned looked half embarrassed and half proud. "I mean, yeah. This is what I'm good at. Kind of had a lot of time to study it after we stopped hanging out so much."

"Oh," Peter said, feeling guilty again over the decisions made by the Peter in this universe, but also proud of Ned. "I mean, cool."

Ned cleared his throat a little. "Anyways, after that you just have to go up the service elevator, and you're almost there."

"Ned," Peter said, amazed. "This is awesome."

"Well… there is one little problem though," Ned said, grimacing.

Peter frowned. This couldn't be good. "What?"

"Well, this elevator doesn't go all the way up. To get to the top, you need to be able to access another, personal elevator. And it's locked with a personal code. I tried to break through but it's way more advanced than the other doors."

Peter blinked. Panic rose in his chest for a minute before he remembered. "Oh," he said. "But that's not a problem. I know the code."

"What?" Ned looked incredulous, and then seemed to remember what was going on. "Oh. Well, okay then. But… how do you know it isn't different here?"

Peter let out a breath. "Well, I guess we'll just have to find out. I have to try."

Ned let out a long breath, considering the blueprints again. "Right." Then he turned to Peter, a thrilled grin on his face. "Man, this is crazy. Like, Ocean's Eleven style crazy."

Peter chuckled, his laugh tinged with anxiety. "Yeah. This could go really badly."

"Hey," Ned put a hand on Peter's shoulder. "You got this."

Peter looked up at him, feeling bolstered, and nodded. "Right. Okay." He looked around the train, but since they were moving through a tunnel it was impossible to see anything. "Where are we, anyway? Are we close?"

Ned nodded. "Yeah. One more stop and then we're there."

Peter took a deep breath, and then looked back sharply at Ned, feeling a sudden wave of gratefulness. "Thank you," he said earnestly. "I couldn't do this without you, man."

Ned smiled again, and closed his computer. "Like I could miss out on this," he said. "This is the most exciting thing that's ever happened to me."

* * *

Fifteen minutes later, they reached Avengers Tower.

Peter looked up at it, remembering the failure that was his last trip here, and wondering where Tony was inside. He knew which window to go in through, but that wouldn't help him now. Now, he had to trust in Ned's plan.

"Well," Ned said. "This is where I step off, I guess. I'll be in that Starbucks over there, doing what I can."

Peter nodded at him. Then he reached forwards and pulled Ned into a hug. There was a moment where Ned stood a little stunned, and then his arms reached around to squeeze back.

"Thanks, Ned," Peter said again as he stepped back. "Really."

Ned nodded, and hitched his backpack higher on his shoulder. "Good luck, Peter." Then, with one final smile, he turned and walked down the street.

Peter took a shaky breath and turned back to face the Tower.

This was it. Right now. He was either getting home, or he'd be stuck here. Actually, he'd probably end up going to jail or something. Either way, nothing good would happen from him staying here.

There was nothing else to it. It was time to move.

It didn't take as long as he wanted it to for Peter to reach the base of the Tower. His heart rate rocketing in his chest, he fingered the web shooters on his wrists and tried to steady his breathing. It wouldn't help if other people thought he looked suspicious.

The truck entrance in the back of the building was mercifully empty.

Peter looked around everywhere, his senses keyed for movement or sound. But it must have been a break or something, because there was no one there.

He didn't pause as he headed for the service elevator. The keypad was on the side, blinking. Sending up a little prayer, Peter pushed in the numbers that Ned had told him would work.

Peter cringed as he pushed the last number, expecting a cage to fall down around him or something. Instead, to his relief, the service elevator doors opened. Silently, he thanked Ned again.

He scrambled inside before pressing the button for as high as he could go. The elevator started moving up.

Peter's heart raced in his chest. This was crazy. All of this was crazy, but now he was breaking into a place that he'd been to countless times before, all on the hope that Mr. Stark would be able to help him.

His breath froze. What if Mr. Stark wasn't home? Or what if he just called security immediately and shut the whole thing down?

God, why hadn't he thought of that before? He bit his lip so hard it started bleeding.

Peter's spiraling thoughts were interrupted as he realized the elevator was slowing. But not because he'd reached the right floor - no, there were still plenty of floors to go.

His eyes widened. There was someone getting on.

"Shit," Peter cursed. He looked around wildly, trying to figure out if he could hide. Then his eyes landed on the ceiling, at the little hatch that was there, and he paused.

What the hell. This was already insane. He might as well try something that only worked in movies.

Peter reached up high for the hatch, turned the mechanism, and it fell open. How he got up there, he wasn't sure, but it was fueled completely by adrenaline. One moment he was in the elevator, and the next he had muscled his way up and out.

He pulled the hatch closed just as the doors were opening.

The space above the elevator was pitch black, and freezing cold. Peter opened his eyes wide to see something - anything - but he couldn't make anything out. He just stayed as still as possible, hoping he wasn't too near the edge.

Peter could hear as a couple people got onto the elevator, but it was impossible to tell how many without the help of his enhanced hearing. They were talking, and then there was the sound of the button being pressed. Eventually, the elevator shuddered and started moving upwards again.

Peter gripped onto the top of the elevator, his panic spiking. It felt a lot faster here than it did inside the thing. He wondered for a second if the other people were also going to the floor he was going to. Or maybe they would go so high that Peter would be squished by the ceiling?

He shook his head, and focused. No point in thinking about that.

After a minute, the elevator slowed again and came to a stop. The elevator doors opened, and a shaft of light came through, illuminating the walls a little and letting Peter see where the hatch was again.

Footsteps out of the elevator, and the voices faded.

Peter strained his ears. Was there someone else in the elevator, or were they all gone now?

He couldn't hear a thing.

The doors closed, leaving Peter in darkness once again, and he made his decision. Who knew how close they were to the top. He was not about to get squished.

Peter pushed open the hatch and dropped inside heavily, landing on his feet and then falling backwards.

When he looked up, wide eyes stared back at him.

Peter's jaw dropped. "Happy?" he said without thinking.

Because sure enough, there he was, the man himself - Happy.

"What." Happy said in disbelief, looking at Peter, and then the hatch, and then back again. "Who - what the hell?"

When Peter saw him reaching for his phone, he moved on instinct. He brought his hands up, and a moment later Happy was stuck to the side of the elevator, covered in webbing.

Happy struggled against it, his face red, but the webbing was already hardening. "Who the hell are you?" Happy demanded. His angry tone was a far cry from the usual dry sarcasm he directed at Peter. "How did you get in here?"

"Sorry," Peter said guiltily. "This isn't what it looks like?"

"Let me out of this! What even is this?"

"Um… webbing," Peter replied, cringing. "It'll dissolve! I promise."

Happy stopped struggling, seeming to realize that it was useless. "What are you doing?" he asked Peter. "What the hell do you think you're doing?" Then his eyes squinted. "How old are you, even? You're a child!"

Peter swallowed. "Yeah… it's kind of a long story. I can't explain."

The elevator was slowing again, and Peter looked up to realize that it was the floor he needed. He glanced back at Happy. "Sorry about this," he said, and raised his arm again. One blast of webbing later, and Happy's mouth was covered.

As the elevator doors opened again, Peter backed out. "I'm sorry," he said again. "It'll dissolve in like an hour… or two."

Then he ran off, the sounds of Happy's muffled yelling fading behind him.

Peter could have laughed. This was getting ridiculous. And now he had to move fast - someone was bound to find Happy soon, and set off the alarms. If he didn't make it to Tony before then, this would all fail.

He came to a stop in front of the elevator that would go up to the personal floors, including Mr. Stark's penthouse. There was a keypad next to it, but instead of just numbers this one had a full hologram keyboard.

Peter took a steadying breath, and typed in the password. IronJarvis4!8.

The doors opened, and Peter stepped inside.

There were no buttons, but Peter already knew that. "Penthouse, please, FRIDAY," he said aloud.

The doors closed, and the elevator moved up.

When it opened again, it was to Tony Stark's penthouse.

Peter stepped out slowly, looking around. The place seemed quiet. He hoped beyond hope that Mr. Stark was there, somewhere. The best bet would be the lab, which was down the hall.

It was curious what was different in the penthouse. Most of it was the same, but there were little things that seemed out of place. And other things that were missing.

Peter was halfway down the hall when a voice called out behind him.

"What the hell? Who are you?" The voice made Peter freeze in his tracks. Because he knew that voice. "FRIDAY, code orange, set to this hall. Track that guy."

The lights in the hall turned red, and Peter could see holes opening in the walls that surely had something dangerous behind them.

Peter turned around slowly, illogically thinking that if he looked too fast, the man would disappear. But sure enough, when he looked down to the other end of the hall, he saw Mr. Stark standing with his eyes fixed on Peter.

At the sight of Peter's face, Tony blinked. "You're a kid?" he said incredulously. "FRIDAY, are there any weapons on him?"

"None detected, boss."

Tony raised a hand. "Okay FRIDAY, stand down to code yellow." At his command, the lights returned to normal and the weapons in the walls shut themselves away.

Mr. Stark looked furious, and confused. "Who are you?" he asked again. "How did you get in here? You're not allowed to be here."

Peter felt like the wind had been knocked out of him, and his mouth opened and closed like a gasping fish. "Uh…"

Tony was striding down the hall towards him now. "Seriously, how are you here? Who the hell are you?"

"I - I -" it was like the words couldn't come to him, and he didn't know what to say first. Finally, he managed to blurt, "My name's Peter. Peter Parker. I need your help!"

Mr. Stark stopped just a couple feet from him, frowning. It felt so strange to have the man look at him with no recognition in his eyes. "Yeah Peter, you do need help. Mental help. You know this is breaking and entering. You're currently breaking the law, and I could have killed you. Legally, I could have killed you."

Peter took a shaky breath, his hands out in front of himself. "I'm sorry," he said quickly. "But I don't know what else to do. Please, you have to hear me out."

"No, I don't," Tony said simply, crossing his arms. "What I do have to do is call security up to get you."

"No, please!" Peter said desperately. "This isn't what it looks like, Mr. Stark. I promise."

"By the way, how the fuck did you break into this place? You can't break into this place. I designed it."

"Um… my - my friend Ned, he helped me. He's, uh - good, with computers and stuff."

Tony narrowed his eyes at him. "Are you telling me it only took two teenagers to break into my private floor of the tower that I own?" He looked up at the ceiling. "FRIDAY, what the hell am I paying you for again?"

"You don't pay me, boss," Friday said. "And you should know that entrance to this floor was achieved without a breach. Mr. Parker entered the correct password for your personal elevator."

Mr. Stark looked back at Peter, his face colored with utter confusion. "What? How?" he frowned. "How do you know my password? Nobody knows my password. Not unless I give it to them."

"Mr. Stark, you did give it to me," Peter said quietly, looking the older man straight in the eyes.

Tony slowly shook his head. "No. Nope. No I didn't. Pretty sure I've never seen you before in my life, so that's pretty impossible," he spat. "And I think I would remember giving my password out to some kid."

Peter swallowed. "Well… you you didn't tell me. And that's kind of why I'm here."

"What are you even saying?"

He sighed, and said simply, "I'm from another dimension. Or something," he added, backtracking. After all, he still had no real idea of what was going on.

Tony's expression just kept getting more and more incredulous. "Okay," he said slowly. "Yeah. Um... I think it's about time you left."

"Wait!" Peter said quickly, his hands still out in front of himself. "Please, I just - I can prove it. Where I'm from, we know each other! Ask - ask me something, and I'll answer it. Anything!" He looked at Tony desperately.

"No," Mr. Stark replied. "I'm not about to play into this - whatever the hell this is," he gestured around with his hands.

"Aren't you curious at all how I know your password?" Peter said, trying to play to his curiosity. He knew Tony had to be wondering about that. "Just let me explain."

The older man paused, crossing his arms over his chest and considering Peter through narrowed eyes. The seconds that passed then felt like the longest of Peter's life.

"I shouldn't be doing this," Mr. Stark said finally, letting out a long breath. "You're lucky I'm bored." He jerked a thumb at the door to his right. "In here. You're explaining everything."

Peter felt a wave of relief and hope that almost knocked him off his feet. He scrambled forwards towards the door. "Oh, thank you. You won't regret this."

"I better not," Tony said. "One wrong move and you're out on your ass, kid. I'm serious."

The door opened to the lab. Peter took the seat he always did - the stool on the left at the worktable.

Mr. Stark followed him slowly, but he didn't sit down. "Okay," he said. "Talk. And don't touch anything."

Peter took a deep breath. "Long story short, I'm from a different universe, or dimension or something. I need to get back there."

"Okay…" Tony said slowly, like he still didn't quite believe it. "So, why would you come to me?"

"Because I know you there. You're kind of… like a mentor, I guess?"

Stark raised an eyebrow. "Seriously?"

Peter nodded. "Yeah."

"Right. Well, why don't you tell me something, then. Something other people wouldn't know."

"Uh…" Peter racked his brains frantically, thinking for the right thing. His eyes landed on the robot on the other side of the room. "DUM-E! You made him in college - your first AI!"

Tony rolled his eyes. "Nice try. Everyone knows that."

"Yeah, well - do they all know that one time you told DUM-E to bring you soup when you were sick and he spilled it all over you?" Peter said desperately. "Or - or that when you were first learning how to be Iron Man, he sprayed you with a fire extinguisher?"

Mr. Stark's expression changed quickly from incredulous, to denial, and then to amazed disbelief. "How do you know that?"

"Because you've told me!" Peter said earnestly.

Tony let out a shaky breath. "Okay," he said. "I believe you."

Peter's eyes widened. "You do?"

Mr. Stark shrugged. "Yeah, sure. I mean, honestly, that's the only way this makes sense. How else would you…" he shook his head. "Wow. I did not expect this when I woke up this morning."

"So you're gonna help me?" Peter said, feeling lightheaded with relief.

"Yeah. I will. Not sure how we're gonna do it, though."

"Thank you," Peter said. He could have cried right then, he was so relieved. Then he paused. "Um, I should probably tell you - Happy's kind of… tied up in the elevator. Someone's probably gonna find him soon."

Mr. Stark raised his eyebrows. "Tied up? You did that?"

Peter cringed guiltily. "Yeah. With these." He held up his wrists, showing off the web shooters. "It's just webbing. It'll dissolve in like an hour."

Stark cocked his head, looking at them. "What is it?"

"Webbing. Look." Peter shot a thread at the ground and showed him like he had showed Ned before.

"Huh," Mr. Stark said. He reached up to touch it, but Peter pushed him away.

"I wouldn't, yet," he said. "It's really sticky."

"What is this stuff? What is it for?"

Peter shrugged. "Well, I'm kind of… an Avenger-in-training, where I'm from. I'm Spider-Man."

"Spider-Man?" Tony looked amused. "Right, okay. And what do you do with this… webbing?"

"You know… I use it to fight, and swing around buildings."

Mr. Stark looked incredulous. "Swing? You can put your body weight on this stuff?"

He nodded. "Yeah. It's really strong."

"Must be," Stark replied, eyebrow raised. He considered it. "Huh. Pretty cool. I'll, uh… let security know about Happy. I'm sure he'll be thrilled to know you made it all the way up here."

Peter gave a weak chuckle. "Yeah, it wasn't - I didn't mean to, really."

"Don't worry about it, kid. I've done way worse to annoy him. Let's just figure out how to get you home," Tony said. "And you know… I think I might know a guy who can help."

* * *

An hour later, Peter was sitting on the sofa in the corner of the lab, a plate of grilled cheese in his lap. He'd only taken a few bites.

Mr. Stark had made a series of phone calls, all the while keeping an eye on Peter like he wasn't sure what Peter would do. Peter was surprised enough that the man had believed him. Or at least believed him enough to help him. Hopefully this wasn't a ploy where he waited as Tony called the police.

That's when Doctor Strange walked in.

Peter's eyes widened, and he gripped the plate in his lap tighter.

"Strange!" Tony greeted, reaching forwards to give the man a handshake. The sorcerer accepted it coldly. "I see you're as well dressed as ever."

"Is this him?" Dr. Strange said, stepping past Mr. Stark to look at Peter.

"Uh, yeah," Mr. Stark said, stuffing his hands in his pockets. "This is the little troublemaker, here. He says he's from a different universe. I don't know, but that sounds like the kind of thing you do, so… can you help?"

Dr. Strange cocked his head at Peter, who felt like he'd been put under the microscope. "Probably. I can at least study him and determine the problem."

Peter shifted uncomfortably. "Um… hi."

Strange raised one eyebrow. "Right." He stepped closer. "Stand up."

Peter did so, putting the plate of grilled cheese to the side.

"I'm going to push on your chest. It'll feel strange, like you're being pushed outside of your body. You might feel some nausea."

"What?" Mr. Stark said. "What are you about to do here?"

Strange ignored him, looking straight at Peter. "Brace yourself."

"Wait a minute -" Tony said, stepping forwards.

Peter's heart quickened in his chest. He didn't know how to prepare. He didn't know what Dr. Strange was about to do. And then -

His hand knocked into Peter's chest, and it felt like the breath was knocked from his lungs. Peter flew backwards, but he could still see where he was standing. He slipped back through the wall, and then his vision went black.

He could see again all at once, but in flashes.

He was fighting someone dressed in draping green robes. They hovered above the street, an energy crackling around them.

An arc of energy, crackling and hot, reached towards him and struck him in the chest.

It felt like he'd been struck by lighting. He was overcome with pain. His body refused to move. It kept getting brighter and brighter. Then, when he thought he could take no more, the light burst, whiting out his vision.

Peter felt a sick and sudden swooping sensation, and opened his eyes to see Tony Stark's lab.

"What the hell was that?" Stark was saying, looking angry.

"That was what you asked me here to do," Strange replied steadily. "I've seen what caused this switch."

"I was fighting someone," Peter mumbled.

The two of them snapped their heads over to look at him. "Oh, thank god," Mr. Stark said, running a hand through his hair. "I thought for a second I was gonna be responsible for killing a teenager."

"What happened?" Peter asked Dr. Strange. "How -"

Strange stepped forward. "It's my understanding that in your home universe, you're currently unconscious. Your soul was pushed to this universe as a result of the energy used by the being you were fighting."

Peter blinked. "But… what happened to the Peter from this universe?"

"He's still in there," Strange said, pointing at Peter's chest. "Just dormant. It's likely that he has some understanding of what has occurred, however."

Peter put a hand on his chest, feeling unsteady. "Can - can you get me back?"

Strange paused, considering him, and then nodded. "Yes."

"Sorry, but this is hurting my head a little," Tony said, raising his hands in front of himself. "Let's just pause for a second. Are you saying there's two people in one body?"

Dr. Strange looked over at Mr. Stark with a raised eyebrow. "Yes, that's what I just said. Keep up."

"Hey!" Tony said, frowning. "Give a guy a break. I'm kind of new to this stuff." He looked at Peter. "So… how are you gonna do it?"

"Like this," Strange said, and twisted his hands in front of himself in a complicated pattern. A few feet away, a glowing portal appeared, the edges of it spitting golden sparks.

Mr. Stark opened and closed his mouth. "Right. Sure."

Peter stood and walked towards the portal. "I just go through?" he said.

Strange nodded. "Your soul will be able to enter, but not the body or soul of the Peter that belongs in this universe."

Peter took a deep breath. So this was it. Finally. He felt torn between fear that this wouldn't work and relief that the nightmare was about to be over.

He turned back to look at Mr. Stark and Doctor Strange. "Thank you," he said.

Strange just nodded.

Tony smiled. "Good luck out there, kid."

Peter smiled back, then squared his shoulders, and stepped forwards.

* * *

When Peter opened his eyes, he could feel it.

This was right.

Where he'd felt off center for the last few days, now he felt himself settle into his body.

He blinked to clear his eyes, and could make out a white ceiling above him.

"Peter!" a familiar voice said, and suddenly a face was leaning over him. "Oh, thank god." He felt a hand at his cheek.

"May," Peter breathed. He reached up and grabbed her arm. She was there. She was real. And she knew him. Knew him like she was supposed to.

Another face leaned into view.

"Pete," Mr. Stark said, his haggard face breaking into a grin. "God, it's good to see those eyes open. We thought you were lost there for a minute, kid."

"I was," Peter said. Emotion rose in his chest. His vision blurred again, and tears spilled from his eyes.

"Hey, hey," Tony said, grabbing his hand tight. "You're okay."

"We've got you, Peter," May said, smiling down at him. "You're alright."

As Peter looked between them, the two people he cared about most in the world, he knew that they were right.

He took a deep, shaky breath.

He was home.

* * *

A/N: I hope I finished this thing out alright. The ending was probably a little quick, but I just needed this fic to be done, and I'm decently satisfied with it. Please let me know your thoughts, if you've got 'em! And have a good day out there.


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